As amended August, 2024
As used in this by-law, the following words and phrases shall have the following meaning:
(a) Old Ottawa South
Old Ottawa South is the area bounded by Bronson Avenue to the west, the Rideau Canal to the north, Avenue Road to the east and the Rideau River to the South, in the City of Ottawa, in the Regional Municipality of Ottawa-Carleton and Province of Ontario;
(b) Person
Person means an adult individual;
(c) Resident of Old Ottawa South
Resident of Old Ottawa South means a Person who lives in Old Ottawa South. Residents of the area bounded by Avenue Road, Riverdale Avenue and Main Street are deemed to reside in Old Ottawa South.
(d) Member
Member means a Resident of Old Ottawa South who is admitted as a member of the Association, is in good standing in the Association, and is not in default in payment of any dues or fees.
The objectives of the Association are to promote the quality of life in the community of Old Ottawa South so that it is a pleasant, fulfilling and meaningful place in which to live, by:
(a) enhancing, promoting and protecting the interests of the community, including with respect to the planning and future development of Old Ottawa South and its environs;
(b) ensuring through its representations that the community’s interests are effectively communicated to public and other agencies whose activities may be of concern to the community;
(c) keeping the community informed about available activities and opportunities which may be of benefit to the Residents of Old Ottawa South; and
(d) providing and conducting such social, educational and recreational programs as shall, from time to time, be deemed desirable.
The affairs of the Association shall be managed or their management shall be supervised by a Board of eighteen (18) Directors, each of whom shall be a Member of the Association and shall remain a Member of the Association throughout the Director’s term of office. Each Director shall be duly nominated and elected to hold office until the Annual Meeting three (3) years following the Annual Meeting at which the Director shall have been elected, or until the Director shall have been removed or disqualified by the Members or by the Board, or until the Director’s successor shall have been duly elected. At each Annual Meeting, each Director whose term expires at that Meeting shall be retired, but shall be eligible for re-election if otherwise qualified. The Association shall strive to elect or re-elect a total of six Directors at each Annual Meeting but may elect more or fewer Directors depending on Board vacancies. The election shall be by a majority of votes by show of hands unless a ballot is demanded by not less than two-thirds of the Members present at such Annual Meeting.
Notwithstanding the above, no more than three (3) members of the Board shall be “deemed” Residents as provided for in sub-paragraph (1)(c) of this By-law.
The Members of the Association may, by resolution passed by at least two-thirds of the votes cast at a special meeting having a quorum of one hundred (100) Members, and of which sixty (60) days notice specifying the intention to pass such resolution has been given, assess and remove any Director before the expiration of the Director’s term of office as a result of conduct unbecoming a Director of the Board, and may, by a two-thirds majority of the votes cast at that meeting, elect any person in the removed Director’s stead for the remainder of that Director’s term. No Director shall be removed from office pursuant to this clause without an opportunity to be heard at that meeting.
A Director may be removed or disqualified from office, by a two-thirds majority vote of the Board of Directors before the expiration of that Director’s term of office for any of the following reasons:
(i) as a result of being absent from three (3) consecutive Directors’ meetings without valid excuse being given to the President or Vice-President prior to each meeting;
(ii) as a result of not fulfilling, in the opinion of a majority of Directors, the functions to which that Director has been assigned by the Board of Directors;
(iii) as a result of conduct unbecoming a Director. Such conduct may be assessed as being unbecoming by a two-thirds majority vote of the Board of Directors.
No Director shall be removed from office pursuant to any of these Provisions without an opportunity to be heard at a meeting of the Board of Directors at which that Director’s removal from office is being considered.
Vacancies on the Board of Directors, however caused, may, be filled from among the qualified Members of the Association, by a quorum comprising a majority of the currently incumbent Directors, if they see fit to do so, otherwise such vacancies may be filled at the next Annual Meeting of the Members at which the Directors for the ensuing years are elected. However, if no such quorum can be achieved, the remaining Directors shall forthwith call a special meeting of the Members to fill at least enough vacancies so as to achieve such a quorum.
A majority of the currently incumbent Directors shall form a quorum for the transaction of business, except as otherwise may be required.
Except as otherwise required, the Board of Directors shall hold meetings at such place or places, in person and/or by telephonic and/or electronic means, as it may from time to time determine. No formal notice of any such meetings shall be necessary if all Directors are present, or if those absent have signed their consent to the meeting being held in their absence. Director’s meetings may be formally called by the President or an individual acting in the President’s stead. Notice of such meetings shall be delivered to each Director not less than one month before the meeting is to take place, except in the case of emergency, when at least three (3) day’s notice shall be given. The statutory declaration of the Secretary or President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence for the giving of such notice.
The Board may appoint a day or days in any month or months for regular meetings at an hour to be named and of such regular meetings, no notice need be sent. If a meeting date is appointed at a Board meeting, no notice need be sent to the Directors present at the Board meeting. Notice must be sent, however, to those Directors absent from the meeting unless the meeting is a regular meeting date so appointed by the Board. A Directors’ meeting may also be held, without notice, immediately following the annual meeting of the Association.
Directors’ meetings will generally be open to the public, however all or part of a meeting may be held in camera. The Executive Director may attend Directors’ meetings ex officio, by invitation.
The Directors may consider or transact any business, either special or general, at any meeting of the Board.
No error or omission in giving such notice for a meeting of Directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting and any Director may at any time waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat.
Questions arising at any meeting of Directors shall be decided by a majority of votes. In the case of an equality of votes, the Chair, shall cast the deciding vote. All votes at such meetings shall be taken by ballot if so demanded by any Director present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent. A declaration by the Chair that a resolution has been carried and an entry to that effect in the Minutes shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favor of or against such resolution. In the absence of the President, the President’s duties at Directors’ meetings may be performed by the Vice-President or such other Director as the Board may from time to time appoint for that purpose.
The Directors of the Association may, on majority vote of the Board, manage the affairs of the Association in all things and make or cause to be made for the Association, in its name, any kind of contract which the Association may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and all such acts and things as the corporation is by its charter or otherwise authorized to exercise and do.
Without in any way derogating from the foregoing, the Directors are expressly empowered, from time to time to purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise dispose of shares, stocks, rights, warrants, options and other securities, land, buildings and other property, moveable and immovable, real or personal, or any right or interest therein owned by the Association, for such consideration and upon such terms and conditions as they deem advisable.
An Executive Committee shall consist of those Officers of the Association who are Directors, the Chair of the Finance Committee (if different than the Treasurer), and such other Directors as the Board may from time to time appoint for the purpose. The Executive Director may attend Executive Committee meetings ex officio, by invitation.
The Executive Committee may meet to consider and decide matters of an urgent and/or confidential nature.
A majority of the members of the Executive Committee constitutes a quorum for any such meeting. The expenditure initiation authority of the Executive Committee for unbudgeted items may be stipulated from time-to-time by the Board of Directors. Any exercise of such expenditure initiation authority or decision of the Executive Committee must be recorded, reported and approved at the next subsequent meeting of the Directors.
Some of or all the members of the Executive Committee, as may be approved from time to time by the Board, may also serve as trustees of The Old Ottawa South Community Fund.
The Board of Directors may by resolution establish Committees with such mandates and functions and funding as the Board may from time to time determine. For each Committee, the Board shall appoint at least one (1) Chair; all Committee Chairs must be Members of the Association, and at least one (1) Chair of each Committee must be a Director. The appointment of a Director as a Committee Chair or Co-Chair terminates, at latest, contemporaneously with such Chair’s or Co-Chair’s term (or any consecutively re-elected term) as Director. The spending authority of the Committee Chair is limited to the budgeted mandates as approved, from time to time, by the Board.
There shall be a President, a Vice-President, a Secretary and a Treasurer or in lieu of a Secretary and Treasurer, a Secretary Treasurer, and such other Officers as may hold more than one office except the offices of President and Vice-President. The President and Vice-President shall be elected by the Board of Directors from among their number at the first meeting of the Board after the election of Directors at the Annual Meeting, provided that in default of such election the then incumbent Directors shall hold office until their successors are elected. The other Officers of the Association shall be elected by the Board of Directors and must be Members of the Association but need not be
Directors and if any such other Officers are employed by the Association, in the absence of written agreement to the contrary, the terms of such employment shall be settled from time to time by the Board.
The President shall, when present, preside as Chair at all annual, other general, and special meetings of the Association, the Board of Directors and the Executive Committee. The President shall also be charged with leading and supervising the management of the Association. The President, with the Secretary or other Officer(s) appointed by the Board for such purposes, shall sign all by-laws. During the absence or inability of the President, the President’s duties and powers may be exercised by the Vice-President, and if the Vice-President or such other Director as the Board may from time to time appoint for such purpose, exercises any such duty or power, the absence or inability of the President shall be presumed with reference thereto.
The Secretary shall be ex-officio Clerk of the Board of Directors. The Secretary shall ensure that a record of all facts and minutes of all proceedings is recorded in the books kept for that purpose. The Secretary shall give all notices required to be given to Residents of Old Ottawa South, to Members and to Directors. The Secretary shall be the custodian of the seal of the Association and of all books, papers, records, correspondence, contracts or other documents belonging to the Association which the Secretary shall deliver up only when authorized by resolution of the Board of Directors to do so and to such person or persons as may be named in the resolution, and the Secretary shall perform such other duties as may from time to time be determined by the Board of Directors.
The Treasurer, or person performing the usual duties of a Treasurer, shall ensure that a full and accurate account of all receipts and disbursements of the Association is kept in proper books of account and shall ensure the deposit of all monies or other valuable effects in the name and to the credit of the Association in such bank or banks as may from time to time be designated by the Board of Directors. The Treasurer shall disburse the funds of the Association under the Direction of the Board of Directors, or under the direction of the Finance Committee as may be authorized by the Terms of Reference of such Committee approved by the Board of Directors, taking proper vouchers therefor and shall render to the Board of Directors at the regular meetings thereof, or whenever required of the Treasurer, an account of all their transactions as Treasurer, and of the financial position of the Association. The Treasurer shall also perform such other duties as may from time to time be determined by the Board of Directors.
The Executive Director is the senior management officer of the Association whose principal purpose is to support its successful operation as directed by the Board of Directors and as set out in the Objectives of the Association. The Executive Director may, if requested by the Board of Directors, also assist with or assume the notice and custodian duties of the Secretary and the accounting duties of the Treasurer, as described herein. The Executive Director may serve ex officio on the Board of Directors and on the Executive Committee.
Deeds, transfers, licences, contracts, agreements or engagements on behalf of the Association shall be authorized by the Executive Committee or alternatively by the Finance Committee and signed by two (2) persons selected from the President, Vice-President, Secretary, Treasurer (and Executive Director, if authorized) of the Association, at least one of which must be the President or Vice-President. The Secretary (or Executive Director, if so authorized) shall affix the seal of the corporation to such Instruments as require the same. Contracts in the ordinary course of the Association’s operations may be entered into on behalf of the Association by the President, Vice-President, Secretary, Treasurer, Executive Director, or by any other person authorized by the Board.
Notwithstanding any provisions to the contrary contained in the by-laws of the Association, the Board of Directors may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instrument, contract or obligations of the Association may or shall be executed.
The Membership shall consist of such persons, being Residents of Old Ottawa South, as are admitted and in good standing as Members of the Association.
Each Member shall be entitled to one vote on each question arising at any special or general meeting of the Members.
Possession of a valid membership certificate, signed by a member of the Board, shall be valid proof of membership.
Members may resign by resignation in writing, which shall be effective upon acceptance thereof by the Board of Directors.
In case of resignation, a Member shall remain liable for payment of any assessment or sum levied or which became payable by such Member to the Association prior to the acceptance of the member’s resignation.
Membership in the Association is non-transferable and lapses and ceases to exist on the death of a Member. Membership shall also lapse automatically upon non-payment of any dues, fees, annual membership fees and any special fees, dues or assessments fixed by the Board of Directors. Payment of the amount of any outstanding and unpaid dues, fees or assessments shall entitle a Resident of Old Ottawa South to be readmitted as a Member of the Association.
Dues or fees shall be payable by Members in such amount or amounts and at such time or times as shall be determined by the Board of Directors. If any dues or fees have been determined, their payment is a prerequisite for a Resident of Old Ottawa South to become and remain a Member as provided for in paragraph 19 herein and to vote on all questions arising at meetings of Members.
The annual or any other general meeting of the Members shall be held at the head office of the Association (260 Sunnyside Avenue, Ottawa, ON K1S 0R7) or elsewhere in Ontario and/or by telephonic and/or electronic means, as the Board of Directors may determine, and on such day as the said Directors shall appoint.
At every annual meeting, in addition to any other business that may be transacted, the President’s report, the financial statement and any report of the auditors/accountants shall be presented, Directors elected, and auditors/accountants appointed for the ensuing year.
The President, the Vice-President, or any other member of the Board of Directors, may call at any time a general meeting of the Members of the Association. A public notice, including the time, date and location, of any general meeting, including the annual meeting, shall be placed in the Association’s newspaper (OSCAR) or other appropriate publication at least ten (10) days prior to the holding of any such meeting. Notice of the time, date and location of, and business purpose for, any special meeting shall be placed in the Association’s newspaper (OSCAR) or other appropriate publication at least twenty-five (25) days before the time fixed for the holding of such meeting. Any meetings of Members may be held at any time, date and location without the prescribed notice of such time, date and location if all the Members of the Association are present thereat or represented by proxy duly appointed, and at such meeting any business may be transacted of which notice has been duly given.
No error or omission in giving notice of any annual or other general meeting or any adjourned annual or other general meeting of the Members of the Association shall invalidate such meeting or make void any proceedings taken thereat and any Member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any Member, Director or Officer for any meeting or otherwise, the address of any Member, Director or Officer shall be the last email or postal address of such Member, Director or Officer recorded on the books of the Association.
A quorum for the transaction of business at any annual or other general or special meeting of Members shall consist of not less than forty (40) Members of the Association, except as otherwise provided herein.
Each Member of the Association is entitled to one vote on each question arising at a special or general meeting, and such Member may vote by proxy. Such proxy need not be a Member, but before voting, shall produce and deposit with the Secretary sufficient appointment in writing from his constituent or constituents.
At all meetings of Members, every question shall be decided by a majority of votes of the Members present in person or represented by proxy unless otherwise required by the by-laws of the Association, or by law. Every question shall be decided in the first instance by a show of hands unless a poll be demanded by any Member. Upon a show of hands, every Member shall have one (1) vote, and unless a poll be demanded, a declaration by the Chair that a resolution has been carried or not carried and an entry to that effect in the Minutes of the Association shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes accorded in favour of or against such resolution.
The demand for a poll may be withdrawn, but if a poll be demanded and not withdrawn, the question shall be decided by a majority of votes taken by the Members present or by proxy, and such poll shall be taken in such manner as the Chair shall direct and the results of such poll shall be deemed the decision of the Association upon the matter in question. In case of an equality of votes at any general meeting, whether upon a show of hands or at a poll, the Chair shall be entitled to cast the deciding vote.
Unless otherwise specified in these By-laws, the rules contained in Robert’s Rules of Order shall govern the business of the Association.
Unless otherwise ordered by the Board of Directors, the fiscal year of the Association shall terminate on the 31st day of December in each year.
All cheques or bills of exchange payable to the Association, shall be signed by the Treasurer, or other Officer duly authorized on the Treasurer’s behalf, and all cheques, bills of exchange or other orders for the payment of money (including payroll), notes or other evidence of indebtedness issued in the name of the Association, shall be signed by two (2) persons, selected from the President, Vice-President, Treasurer, Chair of the Finance Committee (if different than the Treasurer), and Executive Director (if authorized) of the Association (at least one of which persons shall be the President or Vice-President or Chair of the Finance Committee), or in such manner as shall from time to time be determined by resolution of the Board of Directors. Any two of such Officers or agents may endorse notes and drafts for collection on account of the Association through its bankers and endorse notes and cheques for deposit with the Association’s bankers for the credit of the Association. Any one of such Officers or agents so appointed may arrange, sign, balance and certify all books and accounts between the Association and the Association’s bankers and may receive all paid cheques and vouchers and sign all the Bank’s forms or settlement of balances and release or verification slips.
All expenditures of the Association, including but not limited to those arising from the execution of documents per Section 18, shall be authorized by the Finance Committee or alternatively by the Executive Committee, except that in exceptional circumstances, expenditures may be authorized by the signing Officers who shall report said circumstances to the first meeting of the Finance Committee after the authorization of such expenditures or alternatively to the Executive Committee, and further except that expenditures which are permitted by the Executive Director’s Delegated Authority may be authorized by the Executive Director as may be provided from time to time by the Delegated Authority.
Auditing shall be performed by an independent auditor.
The Association shall not endorse or otherwise support the candidature of any person with respect to any municipal, provincial or federal political office.
Any notice (which term includes any communication or document), to be given, sent, delivered or served pursuant to the Letters Patent, the By-laws or otherwise to a Member, Director, Officer, Executive Director or auditor, shall be sufficiently given, sent, delivered or served if delivered personally to whom it is to be given, or transmitted by e-mail at the intended recipient’s recorded email address, or delivered to the intended recipient’s recorded postal address. A notice so delivered shall be deemed to have been given whether it is delivered personally or at a recorded address as aforesaid. A notice so mailed shall be deemed to have been given three (3) business days after being deposited in a post office or public letter box; and a notice sent by any other means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication agency or company or its representative for dispatch. The Secretary may change or cause to be changed the recorded address of any Member, Director, Officer or auditor in accordance with any information believed by the Secretary to be reliable. Notice of general and special meetings may also be provided in the manner set out elsewhere in these By-laws.
Every Director, Officer or employee of the Association or any other person who has undertaken, or is about to undertake, any duties or perform any act or deed for or on behalf of the Association, or other person or entity associated with or controlled by it, and their heirs, executors, assigns and administrators and their estates and their effects respectively (the “indemnified”), shall from time to time be indemnified and saved harmless out of the funds of the Association from and against;
(a) subject to sub-paragraph (b) below, all costs, charges and expenses whatsoever which such indemnified sustains or incurs in or about any action, suit or proceeding which is brought, or which is threatened to be brought, commenced or prosecuted against such indemnified in respect of any act, deed, matter or thing whatsoever made, on behalf of the Association or any company or other person or entity associated with or controlled by the Association; and
(b) all other costs, charges and expenses which the indemnified incurs or sustains in or about or in relation to the matters giving rise to the claim for indemnity, except such costs, charges and expenses as are occasioned by the willful misconduct, willful neglect or willful default of the indemnified.
No Director or Officer of the Association shall be liable for the acts, receipts, neglects or defaults of any other Director or Officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired by order of the Board for or on behalf of the Association, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Association shall be invested, or for any loss or damage arising from the bankruptcy, insufficiency or tortious acts of any person with whom any of the monies, securities or effects of the Association shall be deposited, or for any loss occasioned by any error of judgment or oversight on the part of the Director or Officer, or for any loss, damage or misfortune which shall happen in the execution of the duties of the office of the Director or Officer or in relation thereto, unless the same are occasioned by willful neglect or willful default on the part of the Director or
Officer, provided that nothing herein shall relieve any Director or Officer of any liability imposed upon such Director or Officer by operation of law.
Where a member of the Executive Committee, a Director, a member of a Committee of the Board, or the Executive Director, either on their own behalf or while acting for or through another, has a pecuniary interest, direct or indirect, in any matter and is present at a meeting of the Executive Committee, Committee or Board, or at a general or special meeting of the Members at which the matter is the subject of consideration, the member,
(a) shall, prior to any consideration of the matter at the meeting, disclose the interest and the general nature thereof;
(b) shall not take part in the discussion of or vote on any question in respect of the matter; and
(c) shall not attempt in any way whether before, during or after the meeting to influence the voting on any such question.
For the purposes of this section the pecuniary interest, direct or indirect, of a parent or the spouse or any child of the Member, or an organization with which the Member is associated in a decision-making capacity, shall, if known to the Member identified in this section, be deemed to be also the pecuniary interest of said Member.
These By-laws may be amended by a two-thirds majority vote of the Board of Directors, provided that the proposed amendment was submitted in writing at a previous Board meeting. Any such modifications are subject to ratification by a simple majority at the next subsequent Annual Meeting of the Association.